woodstock135
12 years ago
January 20, 2012 11:42 ET
Goldbrook Executes Support Agreement With Jilin Jien for Friendly $0.39 Per Share All Cash Offer
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 20, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Goldbrook Ventures Inc. ("Goldbrook" or the "Company") (TSX VENTURE:GBK) announced today that it has entered into a support agreement (the "Support Agreement") with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") pursuant to which Jilin Jien has agreed to make an offer, through a wholly-owned subsidiary, to acquire all of the outstanding common shares of the Company (the "Common Shares") for C$0.39 per Common Share and all of the outstanding common share purchase warrants for C$0.04 in cash for each common share purchase warrant that has an exercise price of $0.35 per Common Share (the "$0.35 Warrants") and C$0.14 in cash for each common share purchase warrant that has an exercise price of $0.25 per Common Share (the "$0.25 Warrants" and together with the $0.35 Warrants, the "Warrants") (the "Jilin Jien Offer"). The value of the Jilin Jien Offer is approximately C$100 million on a fully-diluted basis.
The Jilin Jien Offer represents a premium of approximately 59% to Goldbrook's closing share price of C$0.245 on the TSX Venture Exchange ("TSX-V") on January 19, 2012 and a premium of approximately 69% to Goldbrook's volume weighted average price of C$.222 on the TSX-V for the 20 trading days prior to the announcement of the Jilin Jien Offer.
"Jilin Jien is making an attractive offer to Goldbrook shareholders and warrantholders," said David Baker, Goldbrook's Chairman. "Following a thorough review of alternatives to maximize securityholder value, and in consultation with the Company's legal and financial advisors, the Board of Directors unanimously recommends that Goldbrook securityholders tender their Common Shares and Warrants to the Jilin Jien Offer."
Raymond James Ltd., financial advisor to the special committee (the "Special Committee") of independent directors of the Company, has provided a verbal opinion to the Special Committee and the Company's Board of Directors, that the consideration to be received by Goldbrook shareholders under the Jilin Jien Offer is fair, from a financial point of view, to Goldbrook's shareholders.
Goldbrook's Board of Directors, after receiving the recommendation of its Special Committee and, in consultation with its financial and legal advisors, has unanimously determined that the Jilin Jien Offer is in the best interests of the Company and its shareholders and warrantholders and unanimously recommends that Goldbrook's shareholders and warrantholders tender their Common Shares and Warrants to the Jilin Jien Offer.
The directors and officers of Goldbrook have entered into lock-up agreements with Jilin Jien and have agreed to tender all of their Common Shares and Warrants to the Jilin Jien Offer. There are approximately 16.5 million Common Shares and Warrants subject to lock-up agreements with Jilin Jien, representing approximately 6% of the outstanding Common Shares and Warrants on a fully-diluted basis.
The Support Agreement provides that the Goldbrook Board of Directors may under certain circumstances terminate the Support Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of C$3 million and subject to Jilin Jien's right to match such superior proposal.
Full details of the Jilin Jien Offer will be included in a takeover bid circular that is expected to be mailed to Goldbook securityholders on January 31, 2012. The Jilin Jien Offer will be open for a period of not less than 35 days from the date of mailing of the take-over bid circular and will be subject to certain customary conditions, including there having been validly deposited and not withdrawn at the expiry time of the Jilin Jien Offer that number of Common Shares which, together with any Common Shares beneficially owned or over which control or direction is exercised by Jilin Jien and its subsidiaries or any of their associates or affiliates (the "Jilin Jien Group"), constitutes at least 50% of the issued and outstanding Goldbrook Common Shares on a fully diluted basis plus one Goldbrook Common Share, and receipt of all required regulatory approvals, including approvals required from applicable governmental authorities in the People's Republic of China. The Jilin Jien Group holds 10,000,000 Goldbrook Common Shares, representing approximately 3.5% of the outstanding Common Shares on a fully-diluted basis.
Goldbrook's financial advisor is Raymond James Ltd. and legal counsel is Blakes, Cassels & Graydon LLP. Legal counsel to the Goldbrook Special Committee is McCarthy Tétrault LLP. Legal counsel to Jilin Jien is Gowling Lafleur Henderson LLP.
Jilin Jien has also agreed to lend C$2 million to Goldbrook as interim funding, pursuant to an unsecured non-interest bearing promissory note with a maturity date of December 31, 2012.
Jilin Jien, Goldbrook, Jien Canada Mining Ltd. ("JCML"), Jilin International Investment Ltd., Canadian Royalties Inc. and certain other parties have also entered into a litigation standstill agreement, whereby all parties have, subject to the completion of the Jilin Jien Offer or termination of the Support Agreement, agreed to take no further steps in the litigation and arbitration proceedings between them.
In connection with the transactions described herein, Goldbrook's two nominees on the JCML board of directors, David Baker and Brian Grant, have resigned from the JCML board of directors effective as of January 19, 2012.
ON BEHALF OF THE BOARD:
David Baker, Chairman and Director
We Seek Safe Harbor.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made herein may contain forward-looking statements or information within the meaning of Canadian securities laws and the applicable securities laws of the United States. Such forward looking statements or information include, but are not limited to, statements or information with respect to the Jilin Jien Offer, the interim funding arrangements, litigation standstill agreement and related transactions, Goldbrook's plan for future exploration and development of its properties and the results of any arbitration proceedings against Jilin Jien and others.
Forward-looking statements or information are based on a number of estimates and assumptions and are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Should one or more of these risks and uncertainties materialize, or should underlying estimates and assumptions prove incorrect, actual results may vary materially from those described in forward looking statements or information. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: the failure to satisfy the conditions to the Jilin Jien Offer, the ability of Goldbrook to advance development of its properties; price volatility of nickel and other metals; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated resources, and between actual and estimated metallurgical recoveries; mining operational risk; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
woodstock135
13 years ago
Arbitration Panel Issues Declaration That Goldbrook Entitled to 25% Interest in Nunavik Nickel Project
7/20/2011 8:17:40 PM - NFD
VANCOUVER, BRITISH COLUMBIA, Jul 20, 2011 (Marketwire via COMTEX News Network) --
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
As Goldbrook Ventures Inc. (TSX VENTURE:GBK) ("Goldbrook") announced on October 20, 2010, Goldbrook commenced an arbitration (the "Arbitration") pursuant to the Shareholder, Joint Bid and Operating Agreement between Jilin Jien Nickel Industry Co., Ltd., Jien International Investment Ltd. and Jien Canada Mining Ltd., dated August 6, 2009 (the "Shareholders Agreement") against Jilin Jien Nickel Industry Co., Ltd. and its affiliates ("Jilin Jien").
The Arbitration was in respect of Jilin Jien's purported issuance of 494 voting common shares of Jien Canada Mining Ltd. ("Jien Canada") that would reduce Goldbrook's percentage of voting shares, and consequently Goldbrook's interest in the Nunavik Nickel Project, from 25% to 4.21% (the "Dilution"). Today the Arbitration Tribunal issued a partial final award in respect of the Arbitration.
The Arbitration Tribunal found that Goldbrook is entitled under the Shareholders Agreement to be the holder of 25% of the voting shares of Jien Canada and that the issuance of 494 voting shares that would have effected the Dilution was not authorized by, and was contrary to, the Shareholders Agreement.
The Tribunal further directed that if Goldbrook intends to seek an award directing the steps to be taken to restore its 25% shareholding beyond the declarations made in the Award that the Tribunal requires submissions from the parties on that issue. The Tribunal has reserved its jurisdiction to decide all matters relating to costs until any further submissions have been made.
Goldbrook intends to pursue any further steps necessary in order to restore its 25% interest in the Nunavik Nickel Project.
About Goldbrook
Goldbrook Ventures is engaged in the exploration and development of Nickel-Copper-Platinum Group Element sulphide deposits - a class of mineral deposit that, due to its polymetallic nature, has an advantage of protection against individual metal price cycles and has strong long term supply-demand fundamentals. Goldbrook's quest for discovery is focused in the Raglan District of Northern Quebec, a district that hosts Xstrata's Raglan operations, arguably one of the world's most profitable nickel-copper-PGE mines.
Goldbrook's Raglan project is a joint venture with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") under which Goldbrook and Jilin Jien each hold a fifty percent interest in the Goldbrook properties. Goldbrook is also a shareholder in Jien Canada Mining Ltd., owner of the Nunavik Nickel Project.
ON BEHALF OF THE BOARD:
David Baker, Chairman and Director
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made herein may contain forward-looking statements or information within the meaning of Canadian securities laws and the applicable securities laws of the United States. Such forward looking statements or information include, but are not limited to, statements or information with respect to Goldbrook's plan for future exploration and development of its properties and the results of any arbitration proceedings against Jilin Jien and others.
Forward-looking statements or information are based on a number of estimates and assumptions and are subject to a variety, of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Should one or more of these risks and uncertainties materialize, or should underlying estimates and assumptions prove incorrect, actual results may vary materially from those described in forward looking statements or information. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: the ability of Goldbrook to advance development of its properties; price volatility of nickel and other metals; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated resources, and between actual and estimated metallurgical recoveries; mining operational risk; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
SOURCE: Goldbrook Ventures Inc.
Goldbrook Ventures Inc. David Baker Chairman and Director 604-683-8083 or Toll Free: 1-888-488-9884 604-683-8087(FAX) www.goldbrookventures.com
Copyright (C) 2011 Marketwire. All rights reserved.
rabidgod
13 years ago
NEWS!!
Goldbrook Venture
VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 19, 2011) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Goldbrook Ventures Inc. (TSX VENTURE:GBK) ("Goldbrook") announces that on April 18, 2011 it filed a petition in the Supreme Court of British Columbia against Jien Canada Mining Ltd. ("JCML"), Jilin Jien Nickel Industry Co., Ltd. ("JJNI"), Jilin International Investment Ltd. ("JIIL") and Canadian Royalties Inc. ("CRI") seeking a declaration that the affairs of JCML have been and are being conducted in a manner that is oppressive or unfairly prejudicial to Goldbrook or which unfairly disregards the interests of Goldbrook.
Goldbrook alleges in the petition that the following acts of JCML, or the exercise of powers by JCML's directors, are oppressive or unfairly prejudicial to Goldbrook or unfairly disregard the interests of Goldbrook:
the exclusion of Goldbrook from effective or any participation in the governance and supervision of management of JCML and CRI by, amongst other acts or omissions, failing to provide adequate or timely financial information relating to the affairs of JCML, failing to provide complete or timely technical information pertaining to the development and valuation of the assets of JCML and its wholly owned subsidiary, CRI, and failing to adhere to the terms of the shareholder agreement entered into between Goldbrook, JCML, JJNI and JIIL;
the purported dilution of Goldbrook's interest in JCML through the issue to the majority shareholders of JCML, being the Respondents JJNI and JIIL (collectively "JJ"), of additional Class "A" Voting Common Shares in JCML; and
the purported approval over the objection of the Goldbrook nominee directors, of a $357 million loan facility with an affiliate of JJ.
Goldbrook is seeking orders including that:
a qualified valuator prepare a mineral property valuation with respect to the property of CRI;
JCML and CRI be directed to provide all books, records and information as are necessary for the purpose of preparation of the mineral property valuation;
The Class "A" Voting Common Shares issued JIIL in furtherance of the resolution passed at the JCML board of directors meeting on September 21, 2010 be cancelled and no further Class "A" Voting Common Shares be issued without the unanimous consent of the JCML board of directors; and JJ, or alternatively JCML, purchase the shares of Goldbrook in JCML at fair value in an amount to be determined by the Court.
This dispute is in addition to the arbitration that is ongoing between Goldbrook and Jilin Jien in respect of Jilin Jien's purported dilution of Goldbrook's 25% interest in JCML announced on October 20, 2010, the arbitration arising out of the Option and Joint Venture Agreement dated August 28, 2008 announced on March 8, 2011 and the arbitration in respect of the approval of a loan facility agreement to fund JCML's 2011 Program and Budget announced on March 30, 2011.
Construction of the Nunavik Nickel Project continues notwithstanding the ongoing legal disputes between the owners of the project.
About Goldbrook
Goldbrook Ventures is engaged in the exploration and development of Nickel-Copper-Platinum Group Element sulphide deposits – a class of mineral deposit that, due to its polymetallic nature, has an advantage of protection against individual metal price cycles and has strong long term supply-demand fundamentals. Goldbrook's quest for discovery is focused in the Raglan District of Northern Quebec, a district that hosts Xstrata's Raglan operations, arguably one of the world's most profitable nickel-copper-PGE mines.
Goldbrook's Raglan project is in an option-joint venture agreement with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") under which they can earn a fifty percent interest in the Goldbrook properties by funding minimum exploration expenditures of $45 million plus reinvestment of Quebec government rebates. Jilin Jien recently commenced arbitration proceedings against Goldbrook disputing Goldbrook's assertion that they have not yet fulfilled the conditions to vesting their interest in the project.
Goldbrook is a shareholder of Jien Canada Mining Ltd. ("Jien Canada") (which successfully acquired Canadian Royalties Inc.), the owner of the nickel-copper-cobalt-platinum-palladium-gold deposits in the Raglan mining district which collectively form the Nunavik Nickel Project. The board of Jien Canada has recently purported to approve an issuance of voting common shares of Jien Canada that would reduce Goldbrook's percentage of voting shares, and consequently Goldbrook's interest in the project, from 25% to 4.21%. Goldbrook has commenced arbitration proceedings against Jilin Jien and others seeking remedies, including declarations that the share issuance violated the terms of the Shareholder Agreement between the parties and that Goldbrook continues to hold 25% of the voting shares of Jien Canada.
ON BEHALF OF THE BOARD:
Edward T. Gardner, CEO and Director
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made herein may contain forward-looking statements or information within the meaning of Canadian securities laws and the applicable securities laws of the United States. Such forward looking statements or information include, but are not limited to, statements or information with respect to Goldbrook's plan for future exploration and development of its properties and the results of any arbitration proceedings against Jilin Jien and others.
Forward-looking statements or information are based on a number of estimates and assumptions and are subject to a varietyof risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Should one or more of these risks and uncertainties materialize, or should underlying estimates and assumptions prove incorrect, actual results may vary materially from those described in forward looking statements or information. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: the ability of Goldbrook to advance development of its properties; price volatility of nickel and other metals; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated resources, and between actual and estimated metallurgical recoveries; mining operational risk; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
RBKissMyAs
13 years ago
News
Drillcore samples from the 2010 drill program were assayed by ALS Chemex
Laboratories in Vancouver, BC (ISO 17025:2005 certified). Sample preparation
was completed at the ALS Sudbury facility. Assay results for nickel, copper and
cobalt were determined by 4-acid digestion and ICP-AES finish and report total
nickel. Platinum, palladium and gold were determined by fire assay fusion and
ICP-AES finish. In addition to the ALS Chemex quality control procedures,
Goldbrook inserts Certified Reference Materials, blanks and duplicates into the
sample batches for independent quality control.
Mr. Kevin W. Wells, P.Geo., (Quebec SA# 155), General Manager, Goldbrook
Ventures is a qualified person as defined by National Instrument 43-101 and has
reviewed and verified the information contained and is responsible for the
technical content of this press release.
About Goldbrook
Goldbrook Ventures is engaged in the exploration and development of
Nickel-Copper-Platinum Group Element sulphide deposits - a class of mineral
deposit that, due to its polymetallic nature, has an advantage of protection
against individual metal price cycles and has strong long term supply-demand
fundamentals. Goldbrook's quest for discovery is focused in the Raglan District
of Northern Quebec, a district that hosts Xstrata's Raglan operations, arguably
one of the world's most profitable nickel-copper-PGE mines. Goldbrook is the
District's single largest holder of mineral rights, with a 100% interest in
861,000 acres.
Goldbrook's Raglan project is in the third year of an option-joint venture
agreement with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") under which
they can earn a fifty percent interest in the Goldbrook properties by funding
minimum exploration expenditures of $45 million plus reinvestment of Quebec
government rebates.
Goldbrook is a shareholder of Jien Canada Mining Ltd. ("Jien Canada") (which
successfully acquired Canadian Royalties Inc.), the owner of the
nickel-copper-cobalt-platinum-palladium-gold deposits in the Raglan mining
district which collectively form the Nunavik Nickel Project. The board of Jien
Canada has recently purported to approve an issuance of voting common shares of
Jien Canada that would reduce Goldbrook's percentage of voting shares, and
consequently Goldbrook's interest in the project, from 25% to 4.21%. Goldbrook
has commenced arbitration proceedings against Jilin Jien and others seeking
remedies, including declarations that the share issuance violated the terms of
the Shareholder Agreement between the parties and that Goldbrook continues to
hold 25% of the voting shares of Jien Canada.
ON BEHALF OF THE BOARD:
Brian Grant, PGeo., President and Director
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made herein may contain forward-looking statements
or information within the meaning of Canadian securities laws and the
applicable securities laws of the United States. Such forward looking
statements or information include, but are not limited to, statements or
information with respect to Goldbrook's plan for future exploration and
development of its properties and the results of any arbitration proceedings
against Jilin Jien and others.
Forward-looking statements or information are based on a number of estimates
and assumptions and are subject to a variety, of risks and uncertainties, which
could cause actual events or results to differ from those reflected in the
forward-looking statements or information. Should one or more of these risks
and uncertainties materialize, or should underlying estimates and assumptions
prove incorrect, actual results may vary materially from those described in
forward looking statements or information. Factors related to such risks and
uncertainties, and underlying estimates and assumptions include, among others,
the following: the ability of Goldbrook to advance development of its
properties; price volatility of nickel and other metals; impact of any hedging
activities, including margin limits and margin calls; discrepancies between
actual and estimated production, between actual and estimated resources, and
between actual and estimated metallurgical recoveries; mining operational risk;
regulatory restrictions, including environmental regulatory restrictions and
liability; risks of sovereign investment; speculative nature of mineral
exploration; defective title to mineral claims or property, litigation,
legislative, environmental and other judicial, regulatory, political and
competitive developments; technological or operational difficulties or
inability to obtain permits encountered in connection with exploration
activities; and labour relations matters. Accordingly, undue reliance should
not be placed on forward looking statements or information. We do not expect to
update forward-looking statements or information continually as conditions
change, except as may be required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Goldbrook Ventures Inc.
Brian Grant, PGeo.
President and Director
604-683-8083 or Toll Free: 1-888-488-9884
604-683-8087 (FAX)
www.goldbrookventures.com
Click here to go to Dow Jones NewsPlus, a web front page of today's most
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